Lightyear Network Solutions, Inc. Sample Contracts

Lightyear Network Solutions, Inc. – LIGHTYEAR NETWORK SOLUTIONS, INC. RETENTION AGREEMENT (May 14th, 2013)

This RETENTION AGREEMENT (“Agreement”), is entered into effective as of May 13, 2013, (the “Effective Date”) between Lightyear Network Solutions, Inc. (the “Company”), a Nevada corporation, having its principal place of business located at 1901 Eastpoint Parkway, Louisville, KY 40223, and Randy Ammon, a Kentucky resident (the “Executive”).

Lightyear Network Solutions, Inc. – LIGHTYEAR NETWORK SOLUTIONS, INC. RETENTION AGREEMENT (May 14th, 2013)

This RETENTION AGREEMENT (“Agreement”), is entered into effective as of May 13, 2013, (the “Effective Date”) between Lightyear Network Solutions, Inc. (the “Company”), a Nevada corporation, having its principal place of business located at 1901 Eastpoint Parkway, Louisville, KY 40223, and Steve Lochmueller, a Kentucky resident (the “Executive”).

Lightyear Network Solutions, Inc. – LIGHTYEAR NETWORK SOLUTIONS, INC. RETENTION AGREEMENT (May 14th, 2013)

This RETENTION AGREEMENT (“Agreement”), is entered into effective as of May 13, 2013, (the “Effective Date”) between Lightyear Network Solutions, Inc. (the “Company”), a Nevada corporation, having its principal place of business located at 1901 Eastpoint Parkway, Louisville, KY 40223, and Randy Ammon, a Kentucky resident (the “Executive”).

Lightyear Network Solutions, Inc. – AMENDMENT TO TERM NOTE (May 14th, 2013)

This Amendment to Term Note (this “Amendment”) is effective as of May 10, 2013, by and between (i) LY Holdings, LLC, with its main office located at 704 West Bay Street, FL 33606 (the “Maker”), and (ii) Lightyear Network Solutions, Inc., with its main office located at 1901 Eastpoint Parkway, Louisville, KY 40223 (the “Payee”). Maker and Payee are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.

Lightyear Network Solutions, Inc. – ASSET PURCHASE AGREEMENT (May 14th, 2013)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated May 10, 2013 (the “Effective Date”), is made by and among Birch Communications, Inc., a Georgia corporation (“Buyer”), Lightyear Network Solutions, Inc., a Nevada corporation (“Parent”), Lightyear Network Solutions, LLC, a Kentucky limited liability company (“Lightyear LLC”), and SE Acquisitions, LLC d/b/a Lightyear Network Solutions of Kentucky, a Kentucky limited liability company (“Lightyear-KY”) (Lightyear-KY” and together with, Lightyear LLC, the “Subsidiaries”, each of which may be referred to as a “Subsidiary” or a “Seller,” and together with Parent, the “Sellers”). Capitalized terms used herein have the meanings set forth in Section 1.1.

Lightyear Network Solutions, Inc. – LIGHTYEAR NETWORK SOLUTIONS, INC. RETENTION AGREEMENT (May 14th, 2013)

This RETENTION AGREEMENT (“Agreement”), is entered into effective as of May 13, 2013, (the “Effective Date”) between Lightyear Network Solutions, Inc. (the “Company”), a Nevada corporation, having its principal place of business located at 1901 Eastpoint Parkway, Louisville, KY 40223, and Steve Lochmueller, a Kentucky resident (the “Executive”).

Lightyear Network Solutions, Inc. – AMENDMENT TO TERM NOTE (May 14th, 2013)

This Amendment to Term Note (this “Amendment”) is effective as of May 10, 2013, by and between (i) LY Holdings, LLC, with its main office located at 704 West Bay Street, FL 33606 (the “Maker”), and (ii) Lightyear Network Solutions, Inc., with its main office located at 1901 Eastpoint Parkway, Louisville, KY 40223 (the “Payee”). Maker and Payee are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.

Lightyear Network Solutions, Inc. – LIGHTYEAR NETWORK SOLUTIONS, INC. RETENTION AGREEMENT (May 14th, 2013)

This RETENTION AGREEMENT (“Agreement”), is entered into effective as of May 13, 2013, (the “Effective Date”) between Lightyear Network Solutions, Inc. (the “Company”), a Nevada corporation, having its principal place of business located at 1901 Eastpoint Parkway, Louisville, KY 40223, and John Greive, a Kentucky resident (the “Executive”).

Lightyear Network Solutions, Inc. – LIGHTYEAR NETWORK SOLUTIONS, INC. RETENTION AGREEMENT (May 14th, 2013)

This RETENTION AGREEMENT (“Agreement”), is entered into effective as of May 13, 2013, (the “Effective Date”) between Lightyear Network Solutions, Inc. (the “Company”), a Nevada corporation, having its principal place of business located at 1901 Eastpoint Parkway, Louisville, KY 40223, and John Greive, a Kentucky resident (the “Executive”).

Lightyear Network Solutions, Inc. – FORBEARANCE AGREEMENT (April 1st, 2013)

This Forbearance Agreement (this “Agreement”) is made and entered into this 20th day of March, 2013, by and among Lightyear Network Solutions, Inc., a Nevada corporation, Lightyear Network Solutions, LLC, a Kentucky limited liability company (collectively, the “Borrowers”) and Chris T. Sullivan, an individual resident of Nevada (“Lender”).

Lightyear Network Solutions, Inc. – FORBEARANCE AGREEMENT (April 1st, 2013)

This Forbearance Agreement (this “Agreement”) is made and entered into this 29th day of October, 2012, by and among Lightyear Network Solutions, Inc., a Nevada corporation, Lightyear Network Solutions, LLC, a Kentucky limited liability company (collectively, the “Borrowers”) and Chris T. Sullivan, an individual resident of Nevada (“Lender”).

Lightyear Network Solutions, Inc. – SECURITY AGREEMENT (December 26th, 2012)

Lightyear Network Solutions, LLC ("Debtor"), for valuable consideration, receipt of which hereby is acknowledged, hereby transfers, assigns and pledges to Central Bank of Jefferson County, Inc. ("Secured Party"), and grants to Secured Party a security interest in, the following collateral, wherever located, now existing and hereafter arising or coming into existence (the "Collateral") (check all that apply):

Lightyear Network Solutions, Inc. – COMMERCIAL NOTE (December 26th, 2012)

FOR VALUE RECEIVED, Lightyear Network Solutions. LLC. a(n) Limited Liability Company with a principal place of business at 1901 Eastpoint Parkway. Louisville KY 40223 (individually or collectively, "Borrower"), promise(s) to pay to the order of CENTRAL BANK OF JEFFERSON COUNTY, INC., a Kentucky banking corporation, whose address is 9300 Shelbyville Rd., Suite 100, Louisville KY 40222 ("Lender") the principal sum of Five Hundred Thousand Dollars and Zero Cents Dollars ($500,000.00) (the "Total Facility"), or the aggregate unpaid balance of all Advances made by Lender from time to time hereunder, together with interest thereon, on or before the "Maturity Date" as that term is defined below. Principal of this Note and all accrued interest thereon shall be due and payable as follows:

Lightyear Network Solutions, Inc. – GUARANTY (December 26th, 2012)

In consideration of and as an inducement to financial accommodations made or to be made by CENTRAL BANK OF JEFFERSON COUNTY, INC. ("Lender") to Lightyear Network Solutions, LLC ("Debtor"), and other good and valuable consideration the receipt of which is acknowledged, Chris T. Sullivan ("Guarantor") hereby unconditionally guarantees Lender the prompt payment and performance of the following (hereinafter collectively referred to as the "Obligations"): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Lender from Debtor of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Commercial Note given by Debtor to Lender of even date herewith in the original principal amount of $500,000.00, (ii) any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a lett

Lightyear Network Solutions, Inc. – FORBEARANCE AGREEMENT (March 30th, 2012)

This Forbearance Agreement (this “Agreement”) is made and entered into this 20th day of March, 2012, by and among Lightyear Network Solutions, Inc., a Nevada corporation, Lightyear Network Solutions, LLC, a Kentucky limited liability company (collectively, the “Borrowers”) and Chris T. Sullivan, an individual resident of Nevada (“Lender”).

Lightyear Network Solutions, Inc. – TERMINATION OF STOCK OPTION AGREEMENT (January 4th, 2012)

THIS TERMINATION OF STOCK OPTION AGREEMENT (this “Agreement”) is made by and between Lightyear Network Solutions, Inc., a Nevada corporation (the “Company”), and ____________ (the “Optionee”).

Lightyear Network Solutions, Inc. – ABSOLUTE CONTINUING GUARANTY AGREEMENT (December 22nd, 2011)

This undertaking and agreement (hereinafter referred to as this “Guaranty”) is made by J. SHERMAN HENDERSON, III (hereinafter referred to as “Guarantor,” whether one or more) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Lender”) in consideration of the credit accommodations described in this Guaranty made or to be made by Lender to LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation (hereinafter referred to as “Borrower”). This Guaranty has the following terms:

Lightyear Network Solutions, Inc. – ABSOLUTE CONTINUING GUARANTY AGREEMENT (December 22nd, 2011)

This undertaking and agreement (hereinafter referred to as this “Guaranty”) is made by CHRIS T. SULLIVAN (hereinafter referred to as “Guarantor,” whether one or more) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Lender”) in consideration of the credit accommodations described in this Guaranty made or to be made by Lender to LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation (hereinafter referred to as “Borrower”). This Guaranty has the following terms:

Lightyear Network Solutions, Inc. – ABSOLUTE CONTINUING GUARANTY AGREEMENT (December 22nd, 2011)

This undertaking and agreement (hereinafter referred to as this “Guaranty”) is made by RONALD L. CARMICLE (hereinafter referred to as “Guarantor,” whether one or more) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Lender”) in consideration of the credit accommodations described in this Guaranty made or to be made by Lender to LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation (hereinafter referred to as “Borrower”). This Guaranty has the following terms:

Lightyear Network Solutions, Inc. – ABSOLUTE CONTINUING GUARANTY AGREEMENT (December 22nd, 2011)

This undertaking and agreement (hereinafter referred to as this “Guaranty”) is made by LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company (hereinafter referred to as “Guarantor,” whether one or more) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Lender”) in consideration of the credit accommodations described in this Guaranty made or to be made by Lender to LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation (hereinafter referred to as “Borrower”). This Guaranty has the following terms:

Lightyear Network Solutions, Inc. – PROMISSORY NOTE (December 22nd, 2011)

FOR VALUE RECEIVED, the undersigned, LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation, having an address of 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (hereinafter referred to, whether one or more, as “Maker”), hereby promises and agrees to pay to the order of FIRST SAVINGS BANK, F.S.B., having an address of 501 East Lewis and Clark Parkway, Clarksville, Clark County, Indiana 47129 (hereinafter referred to as “Bank”), or its assigns, at its offices, in lawful money of the United States of America, the principal sum of One Million Nine Hundred Fifty Thousand and 00/100 Dollars ($1,950,000.00), together with interest thereon until paid at the rate and in the manner described below and those other charges permitted by applicable law and authorized by the terms of this Note, all without relief from valuation and appraisement laws.

Lightyear Network Solutions, Inc. – ABSOLUTE CONTINUING GUARANTY AGREEMENT (December 22nd, 2011)

This undertaking and agreement (hereinafter referred to as this “Guaranty”) is made by WILLIAM B. (BRENT) RICE (hereinafter referred to as “Guarantor,” whether one or more) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Lender”) in consideration of the credit accommodations described in this Guaranty made or to be made by Lender to LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation (hereinafter referred to as “Borrower”). This Guaranty has the following terms:

Lightyear Network Solutions, Inc. – STOCK PLEDGE AGREEMENT (November 7th, 2011)

THIS STOCK PLEDGE AGREEMENT (hereinafter referred to as this “Agreement”) is made this the 4th day of November, 2011, by LY HOLDINGS, LLC, a Kentucky limited liability company (hereinafter referred to as “Pledgor”) in favor of FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Creditor”).

Lightyear Network Solutions, Inc. – SECURITY AGREEMENT (November 7th, 2011)

This Security Agreement (this “Agreement”) is made and effective this 4th day of November, 2011, by and among LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation, LIGHTYEAR NETWORK SOLUTIONS, LLC, a Kentucky limited liability company, each having an address of 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (collectively, “Grantors” and individually, a “Grantor”), and CHRIS T. SULLIVAN, an individual resident of Florida, having an address of 3717 W. North B Street, Tampa, Florida 33609, and his successors and assigns (“Secured Party”).

Lightyear Network Solutions, Inc. – STOCK PLEDGE AGREEMENT (November 7th, 2011)

THIS STOCK PLEDGE (“Agreement”) is made, entered into and effective this the 4th day of November, 2011 by and between LY Holdings, LLC, a Kentucky limited liability company, with its main office located at 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (the “Debtor”) and Lightyear Network Solutions, Inc., with its main office located at 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (the “Secured Party”),

Lightyear Network Solutions, Inc. – SECURITY AGREEMENT (November 7th, 2011)

THIS SECURITY AGREEMENT (this “Agreement”) is made, entered into and effective as of the 4th day of November, 2011 by and between (i) LY Holdings, LLC, a Kentucky limited liability company (“LYH”), and (ii) Lightyear Network Solutions, Inc., a Nevada corporation (“LNS”).

Lightyear Network Solutions, Inc. – GUARANTY (November 7th, 2011)

In consideration of Chris T. Sullivan (“Lender”) entering into the transactions contemplated by the Intercompany Obligations Settlement Agreement dated the date hereof by and among LY Holdings, LLC (the "Limited Liability Company"), Lightyear Network Solutions, Inc., Lightyear Network Solutions, LLC and as an inducement to financial accommodations made or to be made by Lender to Lightyear Network Solutions, Inc. and Lightyear Network Solutions, LLC (collectively, “Debtor”), a substantial portion of the equity of which is owned directly or indirectly by the Limited Liability Company, and for other good and valuable consideration the receipt of which is acknowledged, J. Sherman Henderson (“Guarantor”) hereby unconditionally guarantees Lender the prompt payment and performance of the following (hereinafter collectively referred to as the “Obligations”): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Lender from Debtor of any kind or nature, present or

Lightyear Network Solutions, Inc. – TERM NOTE (November 7th, 2011)

For Value Received, the undersigned, Lightyear Network Solutions, Inc., a Nevada corporation, and Lightyear Network Solutions, LLC, with their main offices located at 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (collectively, the “Makers” and individually, a “Maker”), hereby jointly and severally promise and agree to pay to the order of Chris T. Sullivan, an individual resident of Florida and his successors and assigns (hereinafter the “Payee”), the principal sum of Six Million Two Hundred Fifty Thousand and 00/100 Dollars ($6,250,000), together with all accrued interest thereon computed and payable in the manner set forth below. The unpaid principal balance of, and all accrued interest on, this Note, unless sooner paid, shall be due and payable in full on January 10, 2013 (the “Maturity Date”).

Lightyear Network Solutions, Inc. – Intercompany Obligations Settlement Agreement (November 7th, 2011)

This Intercompany Obligations Settlement Agreement (“Agreement”) is made and entered into this the 4th day of November, 2011 by and among (i) LY Holdings, LLC (“LYH”); (ii) Lightyear Network Solutions, Inc. formerly known as Libra Alliance Corporation (“LYNS”) and (iii) Lightyear Network Solutions, LLC (“LNSLLC”); and (iv) Chris Sullivan (“Sullivan”).

Lightyear Network Solutions, Inc. – COLLATERAL RELEASE AGREEMENT (November 7th, 2011)

THIS COLLATERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of November, 2011, by and among (i) LY HOLDINGS, LLC, a Kentucky limited liability company (“Pledgor”), (ii) LIGHTYEAR NETWORK SOLUTIONS, INC., a Nevada corporation (“Debtor”), and (iii) FIRST SAVINGS BANK, F.S.B. (hereinafter referred to as “Creditor”).

Lightyear Network Solutions, Inc. – TERM NOTE (November 7th, 2011)

For Value Received, the undersigned, LY Holdings, LLC, a Kentucky limited liability company, with its main office located at 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (the “Maker”), hereby promises and agrees to pay to the order of Lightyear Network Solutions, Inc., with its main office located at 1901 Eastpoint Parkway, Louisville, Kentucky 40223 (hereinafter the “Payee”), the principal sum equal to One Million Two Hundred Twenty Three Thousand Two Hundred Three Dollars ($1,223,203.02), together with all accrued interest thereon computed and payable in the manner set forth below. The unpaid principal balance of, and all accrued interest on, this Note, unless sooner paid, shall be due and payable in full on November 4, 2016 (the “Maturity Date”).

Lightyear Network Solutions, Inc. – FORBEARANCE AGREEMENT (August 15th, 2011)

This Forbearance Agreement (this “Agreement”) is made and entered into this 9th day of August, 2011, by and among Lightyear Network Solutions, LLC, a Kentucky limited liability company (the “Borrower”) and Chris T. Sullivan, an individual resident of Nevada (the “Lender“).

Lightyear Network Solutions, Inc. – SECOND MODIFICATION TO LETTER AGREEMENTS (August 15th, 2011)

THIS SECOND MODIFICATION TO LETTER AGREEMENTS (this “Agreement”) is made, entered into and effective as of the 22nd day of June, 2011 by and among (i) Lightyear Network Solutions, LLC, a Kentucky limited liability company (“LNS”); and (ii) Rigdon O. Dees, III, individually (“Dees”), Rice Realty Company, LLC, a Kentucky limited liability company (“RRC”), Ron Carmicle, individually (“Carmicle”), LANJK, LLC, a Kentucky limited liability company (“LANJK”), and CTS Equities Limited Partnership, a Nevada limited partnership (“CTS”) (collectively, the “Recipients”).

Lightyear Network Solutions, Inc. – FORBEARANCE AGREEMENT (May 13th, 2011)

This Forbearance Agreement (this “Agreement”) is made and entered into this 11th day of May, 2011, by and among LY Holdings, LLC, a Kentucky limited liability company (the “Borrower”) and Lightyear Network Solutions, Inc. (f/k/a Libra Alliance Corporation) (the “Lender“).

Lightyear Network Solutions, Inc. – CONSULTING AND NON-COMPETITION AGREEMENT (April 27th, 2011)

This Agreement (“Agreement”) is made and entered into effective as of May 1, 2011 (the “Effective Date”) by and between: (i) J. Sherman Henderson, III, (“Henderson”), an individual; and (ii) Lightyear Network Solutions, Inc. (the “Company”), a Nevada corporation and successor to LY Acquisition LLC. LY Holdings, LLC (“LYH”), a Kentucky limited liability company, joins in this Agreement for the limited purpose of agreeing to Sections 1.3 and 16 hereof.